General terms and conditions
I. General provisions – Scope
- Our Terms and Conditions of Sale and Delivery shall apply exclusively; we shall not acknowledge conflicting terms and conditions of the Buyer or those that deviate from our Terms and Conditions of Sale and Delivery, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale and Delivery shall also apply if we perform the delivery to the customer without reservations, in the knowledge of conflicting terms and conditions of the Buyer, or those that conflict with our Terms and Conditions of Sale and Delivery.
- All agreements that are made between us and the Buyer for the purpose of the performance of the present contract must be recorded in the present contract in writing. This shall also apply to subsidiary agreements and undertakings, as well as to subsequent amendments to the contract.
- Our Terms and Conditions of Sale and Delivery shall only apply with relation to entrepreneurs in terms of §310 Section 1 German Civil Code.
II. Conclusion of the contract
- Our quotations shall be subject to change. The right to make technical changes and changes in form, colour and/or weight shall be reserved, within reasonable limits.
- By ordering the goods, the Buyer makes a binding declaration of intent to purchase the acquired goods. We are entitled to accept the offer of a contract made in the order, within two weeks of our receipt of the order. Acceptance may either be declared in writing through an order confirmation, or through delivery of the goods to the Buyer.
- The conclusion of the contract shall take place subject to the correct and timely supply of ourselves by our own suppliers. This shall only apply if we are not responsible for non-delivery, especially in the event of a congruent hedging transaction with our supplier. The Buyer shall be informed about the non-availability of the goods immediately. Any payments shall be reimbursed immediately.
- In the event of an agreed delivery period of more than four months, the delivery shall take place at the price valid on the day of delivery.
We give application-oriented advice to the best of our knowledge, on the basis of our experiences. All the details and information about the suitability and application of our products are, however, non-binding, and do not release the Buyer from its own examinations. The Buyer shall be responsible for the observance of legal and official regulations in the use of our goods.
IV. Prices and payments
- In the absence of a special agreement, the prices shall be quoted ex stock, but excluding the packaging. This shall be invoiced separately.
- The statutory VAT shall not be included in our prices; it shall be shown separately on the invoice at the statutory rate on the date of invoicing.
- The deduction of discounts shall require a special written agreement.
- Provided that nothing is specified to the contrary, in the absence of a special agreement, the purchase price shall be due for payment net (without deductions), within 30 days of the invoice date.
- In the event that the payment period is exceeded and after a reminder has been issued, default interest of 8% over the respective basic interest rate of the German Federal Bank must be paid on the interest amount. We shall reserve the right to provide evidence of, and assert, further reaching damages caused by the delay.
- Payment instructions, cheques and bills of exchange shall be accepted only by special written agreement and only for the purpose of payment, taking all the collection and discount costs into account.
- The Buyer shall only be entitled to offsetting rights if its counterclaims are legally established, undisputed or acknowledged by us. Furthermore, it shall be authorised to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
- In the event of justified doubts over the liquidity of the Buyer, especially in the event of outstanding payments, we may, subject to any further claims, demand advance payments or a security for any further deliveries, or revoke payment periods that have been granted.
V. Delivery period
- The delivery dates specified by us shall be non-binding, unless they have been expressly confirmed by us as a binding delivery date in writing.
- The agreed delivery period shall be observed if the delivery item has left the warehouse or notification has been provided of its readiness for shipment up to its expiry.
- Adherence to our delivery obligation shall require the punctual and correct fulfilment of the obligations of the Buyer, especially the settlement of the agreed payments and, if applicable, the provision of the agreed securities. The right to plead lack of fulfilment of the contract shall be reserved.
- In other respects, the Buyer shall only be entitled to assert further rights, in the event of a delay for which we are not responsible, if a grace period of at least three weeks, set by it after the start of the delay, has expired unsuccessfully.
- Part deliveries shall be permissible and must be paid for according to the terms and conditions.
VI. Transfer of risk
- The risk shall be transferred to the Buyer when the goods are dispatched at the latest. In the absence of a special agreement, the selection of the transport company and the means of transport shall be at our discretion. The risk shall be transferred to the Buyer when the goods are dispatched from our place of business, even if carriage paid delivery is agreed.
- If dispatch is delayed due to circumstances for which the Buyer is responsible, the risk shall be transferred to the Buyer at the point at which the goods are ready for dispatch. The costs arising from the delay (especially warehousing costs) must be borne by the Buyer.
- We shall not be obliged to insure the shipment or have it insured against transport damages. The conclusion of transport or other insurance policies shall be left to the Buyer.
- The Buyer must assert complaints on account of transport damages directly to the transport company, within the special period provided for this.
VII. Retention of title
- We shall retain the title to the delivered goods until the complete settlement of all claims arising from the current business relationship with the Buyer.
- The Buyer shall be entitled to dispose of the goods owned by us in the ordinary course of business, as long as it meets its obligations arising from the business relationship in good time.
- In the event of behaviour of the Buyer that is contrary to the contract, in particular in the event of a default in payment, we shall be entitled to return the delivered goods. The return of the delivered goods by us shall not constitute a withdrawal from the contract, unless we have expressly declared this in writing.
- The Buyer shall now assign to us all claims arising from the sale of goods to which we have ownership rights, as security, to the extent of our share in the title to the sold goods.
- At our request, the Buyer must provide us with all the necessary information about the stock of goods which are owned by us, and about the claims assigned to us, in accordance with the above Clause, and inform its customers of the assignment.
- We undertake to release the securities due to us, at the request of the Buyer, insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall lie with us.
VIII. Liability for defects
- We shall initially provide warranty for defects in the goods, at our discretion, through repairs or replacement delivery.
- If the subsequent performance fails, the Buyer may, at its discretion, demand a reduction of the remuneration (reduction or cancellation of the contract – withdrawal). In the event of only slight nonconformity with the contract, especially in the event of minor defects, the Buyer shall not be entitled to a right of withdrawal.
- Defect claims by the Buyer require that obvious defects are reported to us in writing, within a period of two weeks from the receipt of the delivered goods; otherwise the assertion of warranty claims is excluded. Punctual dispatch shall be sufficient for the observance of the term. The Buyer shall carry full burden of proof for all the prerequisites for claims, especially for the defect itself, for the time of the detection of the defect and for the timeliness of the notification of the defect. No liability for defects shall be assumed for unsuitable or improper use, incorrect assembly or start-up by the Buyer or third parties, natural wear, incorrect or negligent handling, unsuitable operating materials, chemical, electronic or electrical influences, insofar as they cannot be traced back to a fault on our part.
- The warranty period shall amount to one year from the delivery of the goods.
- For the quality of the goods, only the product description of the manufacturer shall be deemed to be agreed. Public statements, promotions or advertising of the manufacturer shall not constitute an indication of the quality of the goods, in accordance with the contract.
- The Buyer shall not receive guarantees in a legal sense from us. Any manufacturer guarantees shall remain unaffected by this.
- In the event of slightly negligent violations of obligations, our liability shall be restricted to the foreseeable, typical and direct average damages, according to the type of goods. This shall also apply in the event of slightly negligent violations of obligations by the legal representative or vicarious agents. In the event of the slightly negligent violation of insignificant contractual obligations, our liability shall be excluded.
- The aforementioned limitations of liability shall not affect the claims of the Buyer arising from product liability. In addition, the limitations of liability shall not apply in the event of bodily injury and damage to health attributable to us, or injury of the life of the Buyer.
X. Place of jurisdiction and place of fulfilment
- Insofar as the Buyer is an entrepreneur or legal entity under public law or a special fund under public law, our headquarters shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. All the obligations arising from the contractual relationship shall be rendered in our place of business, Nuremberg.
- In any case: especially in the case of cross-border deliveries, the law of the Federal Republic of Germany shall apply.